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Enron Mail |
Isabel and Greg:
Attached is an escrow instruction letter authorizing you to hold the documents referenced in the memorandum in trust until the closing transaction. Jaap, you are authorized to fax the documents that you have to Isabel at 212 277 4001 and to Greg at 203-359-3031. As the funding is contingent on them seeing our fax documents first, we will have to send them now (or no later than 9 CST) or the funding doesn't occur. Call me if you have any questions. Kent -----Original Message----- From: PARKER, Isabel [mailto:isabel.parker@freshfields.com] Sent: Tuesday, May 01, 2001 5:18 PM To: 'Shoemaker, Kent (GEAE)' Cc: Gregory F. Lang (E-mail) Subject: RE: GE guaranty, opinion of counsel and letter of credit This e-mail is confidential and may well also be legally privileged. If you have received it in error, you are on notice of its status. Please notify us immediately by reply e-mail and then delete this message from your system. Please do not copy it or use it for any purposes, or disclose its contents to any other person: to do so could be a breach of confidence. Thank you for your co-operation. Please contact our IT Helpdesk on +44 (0) 20 7936 4000 Ext.2000 or email ITHelp@freshfields.com if you need assistance. This seems fine. You might want to add the GE acknowledgement of receipt of funds, which, as we are holding documents in escrow until monies are received by GE, can also now be signed in advance. As to the opinion, we would prefer it to be executed by Dan Rowley or yourself, rather than by you per personam Dan Rowley. Let me know if this is possible Thanks Isabel -----Original Message----- From: Shoemaker, Kent (GEAE) [mailto:kent.shoemaker@ae.ge.com] Sent: Tuesday, May 01, 2001 5:14 PM To: 'PARKER, Isabel' Cc: Gregory F. Lang (E-mail) Subject: RE: GE guaranty, opinion of counsel and letter of credit Will this work? Is this correct list of documents -----Original Message----- From: PARKER, Isabel [mailto:isabel.parker@freshfields.com] Sent: Tuesday, May 01, 2001 5:06 PM To: 'Shoemaker, Kent (GEAE)' Cc: Gregory F. Lang (E-mail) Subject: RE: GE guaranty, opinion of counsel and letter of credit This e-mail is confidential and may well also be legally privileged. If you have received it in error, you are on notice of its status. Please notify us immediately by reply e-mail and then delete this message from your system. Please do not copy it or use it for any purposes, or disclose its contents to any other person: to do so could be a breach of confidence. Thank you for your co-operation. Please contact our IT Helpdesk on +44 (0) 20 7936 4000 Ext.2000 or email ITHelp@freshfields.com if you need assistance. Can we not fax the document to Dan Rowley and ask him to fax it back to us? That way he doesn't need to print it out. Alternatively, do you have authority to issue the opinion yourself? Isabel -----Original Message----- From: Shoemaker, Kent (GEAE) [mailto:kent.shoemaker@ae.ge.com] Sent: Tuesday, May 01, 2001 5:04 PM To: 'PARKER, Isabel' Subject: RE: GE guaranty, opinion of counsel and letter of credit I trust both of you as attorneys to hold in escrow. This is an administrative problem. Dan Rowley cannot get to a printer in time. Can I sign Dan Rowley name by Kent shoemaker and fax it out to you. -----Original Message----- From: PARKER, Isabel [mailto:isabel.parker@freshfields.com] Sent: Tuesday, May 01, 2001 4:56 PM To: 'Shoemaker, Kent (GEAE)' Cc: Gregory F. Lang (E-mail) Subject: RE: GE guaranty, opinion of counsel and letter of credit This e-mail is confidential and may well also be legally privileged. If you have received it in error, you are on notice of its status. Please notify us immediately by reply e-mail and then delete this message from your system. Please do not copy it or use it for any purposes, or disclose its contents to any other person: to do so could be a breach of confidence. Thank you for your co-operation. Please contact our IT Helpdesk on +44 (0) 20 7936 4000 Ext.2000 or email ITHelp@freshfields.com if you need assistance. That is fine but if you can also fax the documents to me at the same time at 212 277 4001, that would be good. I agree with the Escrow Letter in principle - who would you want to sign such a letter? Presumably Salmon, as beneficiary of the guarantee? Thanks Isabel -----Original Message----- From: Shoemaker, Kent (GEAE) [mailto:kent.shoemaker@ae.ge.com] Sent: Tuesday, May 01, 2001 4:53 PM To: 'PARKER, Isabel' Subject: RE: GE guaranty, opinion of counsel and letter of credit Greg Lang at Paul Hastings has requested that the fax documents be sent to him. Is that okay? I need to create an Escrow Letter that says the documents cannot be released until funding. I don't want a guaranty out there without a closing. Kent -----Original Message----- From: PARKER, Isabel [mailto:isabel.parker@freshfields.com] Sent: Tuesday, May 01, 2001 4:03 PM To: 'Kay.Mann@enron.com'; gregorylang@paulhastings.com Cc: ccampbell@kslaw.com; kent.shoemaker@ae.ge.com; VAN DUSEN, Nicholas Subject: RE: GE guaranty, opinion of counsel and letter of credit This e-mail is confidential and may well also be legally privileged. If you have received it in error, you are on notice of its status. Please notify us immediately by reply e-mail and then delete this message from your system. Please do not copy it or use it for any purposes, or disclose its contents to any other person: to do so could be a breach of confidence. Thank you for your co-operation. Please contact our IT Helpdesk on +44 (0) 20 7936 4000 Ext.2000 or email ITHelp@freshfields.com if you need assistance. Our credit documentation provides that Pegasus shall not cause any monies to be released from the Turbine Escrow Account until all relevant documentation has been executed and delivered, namely: (i) GE consent (ii) GE opinion (iii) Turbine Contract (iv) Security Agreement (v) Promissory Note (vi) Amended Salmon LLC Agreement (vii) GE Parent Guarantee. The lenders consequently expect to see an executed (faxed if necessary) copy of all of the above (including the GE Parent Guarantee) prior to release of funds from the Escrow Account. Thank you Isabel -----Original Message----- From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com] Sent: Tuesday, May 01, 2001 3:55 PM To: gregorylang@paulhastings.com; isabel.parker@freshfields.com Cc: ccampbell@kslaw.com; kent.shoemaker@ae.ge.com Subject: GE guaranty, opinion of counsel and letter of credit In conversations with GE, it is their understanding that their guaranty will not be transmitted until there is a fed ref number tomorrow. The opinion letter will be faxed as soon as the GC is available, or Kent can sign for Dan Rowley if that is acceptable. DRowley can sign originals on Thursday. The LOC is in the works, and GE understands that 10% will be retained in escrow until the LOC is delivered. There will be three original opinions. There is one original guaranty, and I'm not certain of GE's willingness to give more than that. Obviously, there will be only one LOC. Kay - Escrow Instructions Letter.doc
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